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0001448431
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2025-08-15
2025-08-15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 15, 2025
OptimizeRx Corporation
(Exact name of registrant as specified in charter)
| Nevada |
|
001-38543 |
|
26-1265381 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 260 Charles Street, Suite 302, Waltham, MA |
|
02453 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: 248.651.6568
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.001 Par Value |
|
OPRX |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 19, 2025, OptimizeRx Corporation (the “Company”)
announced that on August 15, 2025, the Company’s board of directors approved leadership changes at the Company, including the appointment
of Brendan Merrell, to serve as the Company’s Chief Operating Officer, effective as of August 18, 2025 (the “Effective Date”).
In connection with this appointment, Mr. Edward Stelmakh, who held the dual roles of Chief Financial Officer & Chief Operations Officer,
will transition to the newly created position of Chief Financial & Strategic Officer. In this expanded role, Mr. Stelmakh will assume
responsibility for leading the Company’s corporate strategy in addition to overseeing its financial operations.
Mr. Merrell, age 40, joined the Company in February
2020, and most recently served as the Company’s Senior Vice President, Client Strategy & Program Management. Prior to this role,
Mr. Merrell held various positions at the Company within commercial operations, including SVP, Client Strategy and SVP, Patient Engagement.
Prior to joining the Company, from July 2011 through February 2020, Mr. Merrell was at Decision Resources Group (“DRG”), a
multi-national corporation that provides high value global data solutions, analytics and consulting services to pharmaceutical, biotech,
medical device, healthcare provider and payer, and managed care companies, in various capacities with him last serving as Head of Commercial
Excellence.
In connection with Mr. Merrell’s appointment
as Chief Operating Officer, the Company entered into an offer letter (the “Offer Letter”) with Mr. Merrell, which amends and
restates his prior offer letter from when he joined the Company in 2020. The Offer Letter provides that Mr. Merrell’s employment
will be on an at-will basis and that Mr. Merrell’s annual base salary of $325,000 will be reviewed annually by the Compensation
Committee of the Company’s Board of Directors (the “Compensation Committee”) and adjusted at the Compensation Committee’s
discretion. In addition, the Offer Letter provides that Mr. Merrell will:
| · | be eligible to participate in the Company’s executive bonus plan, with
a target annual bonus equal to 40% of his base salary (with such bonus being pro-rated in his first year as Chief Operating Officer); |
| · | be eligible to participate in the Company’s annual equity grant program
in a manner consistent with other similarly situated executives; |
| · | be eligible to participate in the Company’s executive severance plan
including that, if his employment is terminated without cause, and Mr. Merrell executes a waiver and release in favor of the Company,
Mr. Merrell will receive, as severance pay, six (6) months of his then applicable base salary and, assuming Mr. Merrell’s timely
election to continue his medical and dental insurance benefits pursuant to COBRA, medical, dental, and vision insurance for the six (6)
month period following termination (until he obtains alternative health insurance) to the same extent that such insurance is provided
to persons who are employed by the Company; |
| · | be entitled to participate in various Company benefit programs offered to
employees; and |
| · | be eligible to participate in the Company’s flexible paid time off
policy. |
In addition, the Offer Letter provides that Mr.
Merrell will continue to abide by the terms of the Company’s standard Business Protection Agreement, which includes confidentiality,
invention assignment and non-competition provisions. executed by Mr. Merrell in February 2020.
The above summary of Mr. Merrell’s Offer
Letter is qualified in its entirety by reference to the complete text of the Offer Letter, which is filed as Exhibit 10.1 to this Current
Report and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 19, 2025, the Company issued a press
release announcing the leadership changes at the Company, including the appointment of Mr. Merrell as Chief Operating Officer. A copy
of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit
99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 9.01. Financial Statement and Exhibits.
Exhibit
Number |
|
Description |
| 10.1* |
|
Amended and Restated Employment Letter, dated as of August 18, 2025 by and between the Company and Brendan Merrell |
| 99.1 |
|
Press Release, dated August 19, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
OPTIMIZERX CORPORATION |
| |
|
|
| Date: August 19, 2025 |
By: |
/s/ Marion Odence-Ford |
| |
Name: |
Marion Odence-Ford |
| |
Title: |
Chief Legal Officer |
